Conclusions

Compliance, composition and attendance

During 2014, the Audit Commission appropriately exercised the responsibilities assigned to it by the company’s bylaws and the board of directors’ regulations.

In accordance with best practices on corporate governance, and in particular with the requirements established by the regulations applicable to companies listed on the Nasdaq stock exchange (Rule 10A-3(b) of the Exchange Act), the Audit Commission has modified its composition and now solely consists of independent directors, in line with the aforementioned rule. Abengoa is committed to comply with this requirement within a period of one year starting from the admission to trading of its shares on the Nasdaq market, which occurred in October 2013.

The Commisson’s meetings in 2014 were attended by all its members.

Functions and activities

The Commission has had continuous contact with the chief compliance officer, the internal audit manager, the reporting manager, the joint-CFO, the investor relations manager and the corresponding managers from Abengoa’s other divisions, as well as the accounts auditor, and has been able to verify the quality and transparency of the Group’s regular financial reporting and the effectiveness of its internal control systems.

The monitoring of the accounts auditor’s work, the review of its conclusions and the evaluation of its independence by the Commission has been carried out in accordance with the established policies. The positive conclusions reached by the accounts auditor regarding the Group’s financial statements confirm the quality of the Group’s financial reporting and internal control systems mentioned above.

Lastly, the Commission has expressed its agreement with the internal processes established to ensure correct compliance with prevailing legislation and the Group’s internal policies, rules and procedures.

The Commission is satisfied with the work carried out by the internal audit services supervising the compliance, effectiveness and efficiency of the internal control systems, and the reliability and quality of the Group’s financial reporting.

Given the international nature of the company –due to its listing on the US stock exchange (Nasdaq) and because it carries out a large part of its business in international markets– Abengoa applies the rules and best practices on transparency and good corporate governance. Abengoa’s annual report includes seven independent verification reports:

• Audit report on the consolidated accounts of the group, in accordance with applicable law.
• Voluntary audit report on internal control compliance under PCAOB (Public Company Accounting Oversight Board) standards, pursuant to the requirements imposed by section 404 of the Sarbanes-Oxley Act (SOX).
• Voluntary reasonable assurance audit report on the Corporate Governance Report, with Abengoa being the first listed company in Spain to obtain a report of this nature.
• Voluntary reasonable assurance audit report on the Corporate Social Responsibility Report.
• Voluntary audit report on the design and application of the Risk Management System pursuant to ISO 31000 standards.
• Voluntary verification report in the areas of corruption.
• Verification report on the allocation of funds obtained from the issuance of the “Green Bond”.

Similarly, in 2014 the Commission supervised the asset sales and the provision of services between Abengoa and its Nasdaq-listed subsidiary, Abengoa Yield, drafting preliminary reports to be approved by Abengoa’s board of directors.